Additional Section 351 Representations Sample Clauses

Additional Section 351 Representations. It is expected, and you may assume for purposes of your opinion, that (i) stockholders of Parent that have a pre-arranged plan to transfer, sell or otherwise dispose of Holdco Stock received in the Merger and (ii) shares issued as equity compensation to employees of Holdco or its subsidiaries will, taken together with the transfer of Holdco Stock described in Paragraph 25, below, represent less than 15% of the outstanding shares of Holdco Stock immediately after the Merger.